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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
------------------
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission file number 0-14294
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Greater Community Bancorp
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2545165
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Union Boulevard, Totowa, New Jersey 07512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 942-1111
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES |X| NO |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES |X| NO |_|
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: Common Stock $0.50 par value
- -- 7,509,601 shares at November 8, 2004.
GREATER COMMUNITY BANCORP
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets at September 30, 2004 (unaudited)
and December 31, 2003 ............................................... 1
Consolidated Statements of Income (unaudited)
Three and Nine months ended September 30, 2004 and 2003 ............. 2
Consolidated Statements of Changes in Shareholders' Equity (unaudited)
Nine months ended September 30, 2004 and 2003 ....................... 3
Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30, 2004 and 2003 ....................... 4
Notes to Consolidated Financial Statements (unaudited) .................... 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................... 7
Item 3 - Quantitative and Qualitative Disclosures About Market Risk ....... 14
Item 4 - Controls and Procedures .......................................... 15
PART II - OTHER INFORMATION
Items 1 through 6 ......................................................... 16
Signatures ................................................................ 17
Exhibit Index ............................................................. E-1
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
--------------------
GREATER COMMUNITY BANCORP
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
September 30, December 31,
ASSETS 2004 2003
------------- ------------
CASH AND DUE FROM BANKS - Non-interest bearing $ 22,244 $ 19,233
FEDERAL FUNDS SOLD 7,600 10,000
--------- ---------
Total cash and cash equivalents 29,844 29,233
DUE FROM BANKS - Interest bearing 6,421 7,539
INVESTMENT SECURITIES - Available-for-sale 130,226 152,513
INVESTMENT SECURITIES - Held-to-maturity (aggregate fair values of
$14,580 and $2,712 as of September 30, 2004 and December 31, 2003, respectively) 14,581 2,726
--------- ---------
144,807 155,239
LOANS and LEASES, net of unearned income 589,441 523,799
Less: Allowance for loan and lease losses (8,734) (8,142)
--------- ---------
Net loans and leases 580,707 515,657
PREMISES AND EQUIPMENT, net 7,270 7,545
ACCRUED INTEREST RECEIVABLE 3,053 2,635
OTHER REAL ESTATE OWNED 849 824
BANK-OWNED LIFE INSURANCE 14,396 13,026
GOODWILL 11,574 11,574
OTHER ASSETS 13,005 9,853
--------- ---------
TOTAL ASSETS $ 811,926 $ 753,125
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
Non-interest bearing $ 162,769 $ 154,462
Interest-bearing 172,550 158,719
Savings 100,406 102,152
Time deposits less than $100 140,638 110,243
Time deposits $100 and over 33,820 35,137
--------- ---------
Total deposits 610,183 560,713
FHLB ADVANCES 85,000 85,000
FEDERAL FUNDS PURCHASED 21,700 15,700
SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE 7,538 10,047
ACCRUED INTEREST PAYABLE 1,553 1,475
OTHER LIABILITIES 6,869 5,620
GUARANTEED PREFERRED BENEFICIAL INTEREST IN THE COMPANY'S
SUBORDINATED DEBT 24,000 24,000
--------- ---------
TOTAL LIABILITIES $ 756,843 $ 702,555
--------- ---------
SHAREHOLDERS' EQUITY:
Common stock, par value $0.50 per share: 20,000,000 shares authorized, 7,399,514 and 7,180,090
shares issued and outstanding at September 30, 2004 and December 31, 2003, respectively 3,700 3,502
Additional paid-in capital 46,283 41,788
Retained earnings 3,229 2,735
Accumulated other comprehensive income 1,871 2,545
--------- ---------
Total shareholders' equity 55,083 50,570
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 811,926 $ 753,125
========= =========
(See Notes to Consolidated Financial Statements)
1
GREATER COMMUNITY BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data, unaudited)
Three Months Nine Months
Ending September 30, Ending September 30,
----------------------- -----------------------
2004 2003 2004 2003
-------- -------- -------- --------
INTEREST INCOME:
Loans and leases $ 8,711 $ 7,694 $ 25,225 $ 23,177
Investment securities 1,383 1,397 4,207 4,834
Federal funds sold and deposits with banks 87 90 350 344
-------- -------- -------- --------
Total interest income 10,181 9,181 29,782 28,355
-------- -------- -------- --------
INTEREST EXPENSE:
Deposits 1,523 1,332 4,350 4,458
Short-term borrowings 1,137 1,147 3,420 3,381
Long-term borrowings 507 507 1,521 1,524
-------- -------- -------- --------
Total interest expense 3,167 2,986 9,291 9,363
-------- -------- -------- --------
NET INTEREST INCOME 7,014 6,195 20,491 18,992
-------- -------- -------- --------
PROVISION FOR LOAN AND LEASE LOSSES 245 1,249 962 1,703
-------- -------- -------- --------
Net interest income after provision for loan
and lease losses 6,769 4,946 19,529 17,289
-------- -------- -------- --------
NON-INTEREST INCOME:
Service charges on deposit accounts 715 716 2,144 2,038
Other commission and fees 163 146 528 445
Loan fee income 108 164 294 552
Gain on sale of investment securities 301 1,331 1,121 1,835
(Loss) gain on sale of leases (3) 13 (1) 56
Bank-owned life insurance 119 138 370 442
All other income 196 498 631 964
-------- -------- -------- --------
Total non-interest income 1,599 3,006 5,087 6,332
NON-INTEREST EXPENSES:
Salaries and employee benefits 3,082 3,465 9,387 9,470
Occupancy and equipment 872 818 2,689 2,490
Regulatory, professional and other fees 533 394 1,522 1,573
Computer services 149 137 430 375
Office expenses 298 241 893 869
Other operating expenses 573 639 1,630 2,064
-------- -------- -------- --------
Total non-interest expenses 5,507 5,694 16,551 16,841
-------- -------- -------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES 2,861 2,258 8,065 6,780
-------- -------- -------- --------
PROVISION FOR INCOME TAXES 885 599 2,435 1,946
-------- -------- -------- --------
NET INCOME $ 1,976 $ 1,659 $ 5,630 $ 4,834
======== ======== ======== ========
Weighted Average Shares outstanding - Basic 7,384 7,258 7,324 7,345
Weighted Average Shares outstanding - Diluted 7,688 7,707 7,645 7,805
Earnings per share - Basic $ 0.27 $ 0.23 $ 0.77 $ 0.66
Earnings per share - Diluted $ 0.26 $ 0.22 $ 0.74 $ 0.62
(See Notes to Consolidated Financial Statements)
2
GREATER COMMUNITY BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands, unaudited)
Nine months ended September 30, 2004
Accumulated
Additional Other Total
Common Paid-in Retained Comprehensive Shareholders' Comprehensive
Stock Capital Earnings Income Equity Income
-------------------------------------------------------------------------------------
Balance, January 1, 2004 $ 3,502 $ 41,788 $ 2,735 $ 2,545 $ 50,570
Net income 5,630 5,630 $ 5,630
2.5% stock dividend 90 2,484 (2,574)
Exercise of stock options 94 1,612 1,706
Issuance of common stock 14 399 413
Cash dividends of $0.35 per share (2,562) (2,562)
Other comprehensive loss, net of
reclassification, adjustments
and taxes (674) (674) (674)
--------
Total comprehensive income $ 4,956
========
-------- -------- -------- -------- --------
Balance, September 30, 2004 $ 3,700 $ 46,283 $ 3,229 $ 1,871 $ 55,083
======== ======== ======== ======== ========
Nine months ended September 30, 2003
Accumulated
Additional Other Total
Common Paid-in Retained Comprehensive Shareholders' Comprehensive
Stock Capital Earnings Income Equity Income
-------------------------------------------------------------------------------------
Balance, January 1, 2003 $ 3,511 $ 42,856 $ 1,721 $ 3,410 $ 51,498
Net income 4,834 4,834 $ 4,834
2.5% stock dividend 88 2,591 (2,679)
Exercise of stock options 29 388 417
Cash dividends of $0.32 per share (2,269) (2,269)
Other comprehensive loss, net of
reclassification,
adjustments and taxes (1,944) (1,944) (1,944)
--------
Total comprehensive income $ 2,890
========
Retirement of treasury stock (140) (4,366) -- -- (4,506)
-------- -------- -------- -------- --------
Balance, September 30, 2003 $ 3,488 $ 41,469 $ 1,607 $ 1,466 $ 48,030
======== ======== ======== ======== ========
(See Notes to Consolidated Financial Statements)
3
GREATER COMMUNITY BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Nine months ended
September 30
-------------------------
2004 2003
-------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,630 $ 4,834
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 930 959
Amortization of premium on securities, net 577 2,438
(Gain) loss on sale of assets 1 (270)
(Gain) on sales of securities, net (1,121) (1,833)
Provision for loan and lease losses 962 1,703
(Increase) decrease in accrued interest receivable (418) 66
(Increase) in bank-owned life insurance and other assets (4,522) (1,748)
Increase (decrease) in accrued interest and other liabilities 1,327 (1,098)
--------- ---------
Net cash provided by operating activities 3,366 5,051
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Available-for-sale investment securities
Purchases (34,021) (106,987)
Sales 2,493 5,009
Maturities and principal paydowns 52,719 109,788
Held-to-maturity investment securities
Purchases (11,876) --
Maturities and principal paydowns 24 2,251
Net decrease in interest-bearing deposits with banks 1,118 2,125
Net (increase) in loans (65,050) (55,957)
Capital expenditures, net (655) (1,116)
Proceeds from the sale of assets -- 341
(Increase) in other real estate owned (25) --
--------- ---------
Net cash used in investing activities (55,273) (44,546)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit accounts 49,470 33,244
Increase in federal funds purchased and securities sold under
agreement to repurchase 3,491 8,470
Proceeds from FHLB advances -- 5,000
Dividends paid (2,562) (2,269)
Proceeds from exercise of stock options 1,706 417
Proceeds from issuance of stock 413 --
Redemption of stock -- (4,506)
--------- ---------
Net cash provided by financing activities 52,518 40,356
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 611 $ 861
CASH AND CASH EQUIVALENTS, beginning of the period $ 29,233 $ 37,133
--------- ---------
CASH AND CASH EQUIVALENTS, end of the period $ 29,844 $ 37,994
========= =========
(See Notes to Consolidated Financial Statements)
4
GREATER COMMUNITY BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In the opinion of management, these unaudited financial statements contain all
disclosures necessary to present fairly the Company's consolidated financial
position at September 30, 2004, the consolidated results of operations for the
three and nine months ended September 30, 2004 and 2003 and cash flows for the
nine months ended September 30, 2004 and 2003. The financial statements reflect
all adjustments (consisting solely of normal recurring adjustments) that in the
opinion of management are necessary to present fairly the financial position and
results of operations for the interim periods. Certain information and footnote
disclosures normally included in financial statements under generally accepted
accounting principles have been condensed or omitted pursuant to the Securities
and Exchange Commission rules and regulations. These financial statements should
be read in conjunction with the annual financial statements and notes thereto
included in Form 10-K for the fiscal year ended December 31, 2003. Unless
otherwise indicated, all dollar figures in the tables below, except for per
share data, are set forth in thousands.
2. Dividends
On September 21, 2004, the Company's Board of Directors declared a cash dividend
of 12.0 cents ($0.12) per share on the Company's common stock. The record date
of the dividend was October 15, 2004 and the issue date was October 29, 2004.
The financial information for the year 2003 in this Form 10-Q has been restated
retroactively to reflect the 2.5% stock dividend.
3. Earnings Per Share (EPS)
The Company's reported diluted earnings per share of $0.74 and $0.62 for the
nine-month periods and $0.26 and $0.22 for the three-month periods ended
September 30, 2004 and 2003, respectively, both take into consideration the
dilutive effects of the Company's outstanding common stock equivalents, namely
stock options.
For the Nine Months Ended September 30, 2004
--------------------------------------------
Weighted
Income Average Shares Per Share
(Numerator) (Denominator) Amount
----------- -------------- ---------------
Basic EPS
Net income available to common stockholders $5,630 7,324 $0.77
Effect of Dilutive Securities
Stock options -- 321 (0.03)
------ ------ -----
Diluted EPS
Net income available to common stockholders plus assumed conversions $5,630 7,645 $0.74
====== ====== =====
For the Nine Months Ended September 30, 2003
--------------------------------------------
Weighted
Income Average Shares Per Share
(Numerator) (Denominator) Amount
----------- -------------- ---------------
Basic EPS
Net income available to common stockholders $4,834 7,345 $0.66
Effect of Dilutive Securities
Stock options -- 460 (0.04)
------ ------ -----
Diluted EPS
Net income available to common stockholders plus assumed conversions $4,834 7,805 $0.62
====== ====== =====
5
4. Stock Options
At September 30, 2004, the Company has four stock-based employee and director
compensation plans. The Company accounts for these plans under the recognition
and measurement principles of APB No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Stock-based employee and director
compensation costs are not reflected in net income, as all options granted under
these plans had an exercise price equal to the market value of the underlying
common stock on the date of the grant. The following table illustrates the
effect on net income and earnings per share if the Company had applied the fair
value recognition provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, to stock-based employee and director compensation.
Nine Months Ended September 30,
-------------------------------
2004 2003
----------------- ------------
Net income As reported $5,630 $4,834
Less: stock-based compensation costs determined
under fair value-based method for all awards (185) (191)
------ ------
Pro forma $5,445 $4,643
====== ======
Earnings per share - basic As reported $ 0.77 $ 0.66
Pro forma $ 0.74 $ 0.63
Earnings per share - diluted As reported $ 0.74 $ 0.62
Pro forma $ 0.71 $ 0.59
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes options-pricing model with the following weighted-average
assumptions used for grants in 2003 and 2004: dividend yields of 3.4%; expected
volatility of 34%; risk-free interest rates of 5.82%; and expected lives of five
and ten years. The Company granted 20,000 stock options during the nine-month
period ended September 30, 2004.
5. New Accounting Pronouncements
Accounting for Loans or Certain Debt Securities Acquired in a Transfer
In October 2003, the AICPA issued SOP 03-3 Accounting for Loans or Certain Debt
Securities Acquired in a Transfer. SOP 03-3 applies to a loan with the evidence
of deterioration of credit quality since origination acquired by completion of a
transfer for which it is probable at acquisition, that the Company will be
unable to collect all contractually required payments receivable. SOP 03-3
requires recognition of the excess of all cash flows expected at acquisition
over the investor's initial investment in the loan as interest income on a
level-yield basis over the life of the loan as the accretable yield. The loan's
contractual required payments receivable in excess of the amount of its cash
flows accepted at acquisition (nonaccretable difference) should not be
recognized as an adjustment to yield, a loss accrual or a valuation allowance
for credit risk. SOP 03-3 is effective for loans acquired in fiscal years
beginning after December 31, 2004. Early adoption is permitted. Management is
currently evaluating the provisions of SOP 03-3.
In March 2004, the financial Accounting Standards Board (FASB) released EITF
Issue 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application
to Certain Investments. It provides guidance for determining when an investment
is impaired and whether the impairment is other than temporary.
In September 2004, the FASB approved for issuance a FASB Staff Position (FSP)
EITF Issue 03-1-1. This issue delays the effective date, originally set for
periods beginning after June 15, 2004, for the measurement and recognition
guidance contained in paragraph 10-20 of Issue 03-1. However, it does not
suspend the requirements to recognize other-than-temporary impairments as
required by existing authoritative literature. Management will continue to
monitor the impact of Issue 03-1 on the Company's financial statements as the
FASB issues additional guidance.
In March 2004, the Securities and Exchange Commission released staff Accounting
Bulletin No. 015, Application of Accounting Principles to Loan Commitments (SAB
105). SAB 105 provides general guidance that must be applied when an entity
determines the fair value of a loan commitment accounted for as a derivative.
SAB 105 is effective for commitments to originate mortgage loans to be held for
sale that are entered into after March 31, 2004. The adoption of SAB 105 did not
have a material impact on the Company's financial statements.
6
GREATER COMMUNITY BANCORP
PART I - FINANCIAL INFORMATION (continued)
- -------- ---------------------
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
The following discussion and analysis of the Company's consolidated financial
condition as of September 30, 2004 and the results of operations for the three-
and nine-month periods ended September 30, 2004 and 2003 should be read in
conjunction with the consolidated financial statements, including Notes thereto,
included in the Company's latest annual report on Form 10-K for the fiscal year
ended December 31, 2003, and the other information therein. The consolidated
balance sheet as of September 30, 2004 and the statements of operations and cash
flows for the three- and nine- month periods ended September 30, 2004 and 2003
are unaudited but include, in the opinion of management, all adjustments
considered necessary for a fair presentation of such data. As used herein, the
term "Company" refers to Greater Community Bancorp and subsidiaries, the term
"Subsidiary Banks" refers to Greater Community Bank (GCB), Bergen Commercial
Bank (BCB) and Rock Community Bank (RCB), and the term "Trust" refers to GCB
Capital Trust and GCB Capital Trust II. Unless otherwise indicated, data is
presented for the Company and its Subsidiaries in the aggregate. Unless
otherwise indicated, all dollar figures in the tables below, except for per
share data, are set forth in thousands.
Purpose of Discussion and Analysis
The purpose of this analysis is to provide information relevant to understanding
and assessing the Company's financial condition and results of operations for
the three- and nine-month periods ended September 30, 2004. In order to
appreciate this analysis more fully you are encouraged to review the
consolidated financial statements and statistical data presented in this report
and in the MD&A section of the Company's Form 10-K for the year ended December
31, 2003.
Statements Regarding Forward-Looking Information
The information disclosed in this document, both in this MD&A section and
elsewhere, includes forward-looking statements that are made in reliance upon
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such statements are not historical facts. They include expressions about
management's confidence and strategies and its expectations about new and
existing programs and products, relationships, opportunities, technology and
market conditions. These statements may be identified by an asterisk (*) or such
forward-looking terminology as "expect", "look", "believe", "anticipate", "may",
"will" or similar statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties. These include, but are not
limited to, the ability of the Company's Subsidiary Banks to generate deposits
and loans and attract qualified employees, the direction of interest rates,
continued levels of loan and lease quality and origination volume, continued
relationships with major customers including sources for loans and leases, as
well as the effects of economic conditions, legal and regulatory barriers and
structure, and competition. Actual results may differ materially from such
forward-looking statements. The Company is not obligated to update and does not
undertake to update any such forward-looking statements made herein.
Significant Accounting Policies, Judgments and Estimates
The accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America and general
practices within the financial services industry. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and the
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.
The Company considers that the determination of the allowance for loan and lease
losses involves a higher degree of judgment and complexity than its other
significant accounting policies. The allowance for loan and lease losses is
calculated with the objective of maintaining a reserve level believed by
management to be sufficient to absorb estimated credit losses. Management's
determination of the adequacy of the allowance is based on periodic evaluations
of the loan and lease portfolios and other relevant factors. However, these
evaluations are inherently subjective as they require material estimates,
including, among others, expected default probabilities, loss in the event of
default, expected commitment usage, the amounts and timing of expected future
cash flows on impaired loans, mortgages, and general amounts for historical loss
experience. The process also considers economic conditions, uncertainties in
estimating losses and inherent risks in the loan and lease portfolios. All of
these factors are susceptible to significant change. To the extent actual
outcomes differ from management estimates, additional provisions for loan and
lease losses may be required that would adversely impact earnings in future
periods.
7
The Company recognizes deferred tax assets and liabilities for the future tax
effects of temporary differences, net operating loss carry forwards and tax
credits. Deferred tax assets are subject to management's judgment based upon
available evidence that future realization is more likely than not. If
management determines that the Company may be unable to realize all or part of
net deferred tax assets in the future, a direct charge to income tax expense may
be required to reduce the recorded value of the net deferred tax asset to the
expected realizable amount.
Business Overview
The Company is registered with the Federal Reserve Board as a bank holding
company under the Federal Bank Holding Company Act of 1956, as amended. At the
end of 2001 the Company filed a declaration with the Federal Reserve Board to be
designated as a financial holding company pursuant to the Gramm-Leach-Bliley Act
of 1999. Its primary business is banking, which it conducts in northern New
Jersey through its three wholly-owned New Jersey Subsidiary Banks.
The Company is a diversified financial services company offering commercial and
retail banking products and services, and securities brokerage services through
a third party provider, primarily in the Company's geographic markets in
northern counties of New Jersey. Highland Capital Corp., a wholly-owned leasing
subsidiary of one of the Subsidiary Banks, is engaged in the business of leasing
equipment to small and mid-size businesses on a national basis.
Financial services providers are challenged by intense competition, changing
customer demands, increased pricing pressures and the ongoing impacts of
deregulation and financial services consolidation. This is more so for
traditional loan and deposit services due to continuous competitive pressures as
both banks and non-banks compete for customers with a broad array of banking,
investment and capital market products. Despite the challenges and competition,
the Company continues to demonstrate strong growth.
The Company has traditionally focused on the commercial side of banking to drive
its revenue growth. During the third quarter of 2004, it introduced a new small
business program called "FASTRACK" which features a response to the borrowers
within two business days. The Company is also adding several new initiatives to
improve retail penetration. The Company has introduced Sunday banking at
strategic locations within the market area it serves, and has plans to expand
its retail branch network in areas that are under-served by community banks. The
Company's expansion of its branch network continues into Parsippany, NJ, where
it recently opened a new branch with more branches on the horizon in the coming
year.
The Company, like most other companies whose securities are publicly traded, is
realizing significant expense as well as devoting substantial staff resource to
comply with the Sarbanes-Oxley Act of 2002 and related SEC regulations and
guidelines of The NASDAQ Stock Market, Inc.
Earnings Summary
Net income for the first nine months of 2004 was $5.63 million, an increase of
$796,000 or 16.5% compared to $4.83 million reported for the first nine months
of 2003. Diluted earnings per share for the period were $0.74, a 19.4% increase
over the $0.62 reported for the same period in the prior year.
For the third quarter of 2004, net income was $1.98 million, an increase of
$317,000 or 19.1% over the $1.66 million reported for the third quarter of 2003.
Diluted earnings per share were $0.26, an increase of 18.2% over the $0.22
reported for the prior-year quarter.
Earnings continue to be strong. Contributing to the increase in net income was
an increase in total interest income of $1.4 million for the first nine months
and $1.0 million for the third quarter compared to the same periods in the prior
year, reflecting strong loan growth. Non-interest income declined year to year
as a result of decreased gains on sale of investment securities.
The annualized returns on average equity (ROE) and average assets (ROA) for the
first nine months of 2004 were 14.22% and 0.96%, respectively, compared with
12.45% and 0.88% for the same period in the prior year. For the third quarter of
2004, the ROE and ROA were 14.80% and 0.99%, respectively, compared with 13.06%
and 0.88% for the prior year third quarter.
Net Interest Income
Net interest income for the nine months ended September 30, 2004 was $20.5
million, representing an increase of $1.5 million or 7.9% from $18.9 million
earned for the nine months ended September 30, 2003. The increase in net
interest income was due to higher loan and lease volume and slightly lower rates
paid on paying liabilities, partly offset by lower interest rates earned on
loans and leases. Average loans and leases increased $87.3 million for the first
nine months of 2004 compared to the prior year while average investments
securities decreased $46.9 million for the same period as a result of maturities
and principal pay downs which were used to fund the loan growth. Interest paid
on deposits for the nine months ended September 30, 2004, decreased $108,000
8
despite an increase in average interest bearing deposits due to lower interest
rates, while interest expense on short-term borrowings increased $39,000 over
the same period in 2003.
For the third quarter of 2004, net interest income increased 13.2% to $7.0
million as a result of an increase in average loans and leases compared to the
same period in the prior year. Total interest income increased $1.0 million to
$10.2 million as a direct result of the loan growth. Interest expense on
deposits increased $191,000 primarily related to the increase in average
interest-bearing deposits outstanding for the quarter.
The Company's net interest margin for the nine-month period ended September 30,
2004 improved by 3 basis points compared to the same period in the prior year.
For the third quarter the net interest margin increased by 26 basis points from
the year-ago quarter. Recent increases in the prime rate and potential future
increases will positively impact the net interest margin going forward.
The following table reflects the components of net interest income for the nine
months ended September 30, 2004 and 2003.
For the Nine Months Ended September 30,
-------------------------------------------------------------------------
2004 2003
----------------------------------- -----------------------------------
Average Interest Average Average Interest Average
Balance Earned/Paid Yield/Rate Balance Earned/Paid Yield/Rate
--------- ----------- ---------- --------- ----------- ----------
ASSETS
Earning Assets: $ 148,071 $ 4,207 3.80% $ 194,952 $ 4,834 3.32%
Investment securities 7,197 153 2.84% 10,624 194 2.44%
Due from banks - interest-bearing 27,060 197 0.97% 16,767 150 1.20%
Federal funds sold 542,953 25,225 6.21% 455,695 23,177 6.80%
--------- --------- --------- ---------
Loans(1) - Net unearned income 725,281 29,782 5.49% 678,038 28,355 5.59%
Total earning assets (8,525) -- (7,540) --
Less: Allowance for loan and lease losses 69,100 -- 65,689 --
--------- --------- --------- ---------
All other assets $ 785,856 $ 29,782 $ 736,187 $ 28,355
========= ========= ========= =========
Total assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing Liabilities:
Savings and interest bearing deposits $ 266,796 $ 1,461 0.73% $ 257,362 $ 1,605 0.83%
Time deposits 179,287 2,889 2.15% 156,453 2,853 2.44%
Federal funds and short-term borrowings 96,962 3,420 4.71% 95,458 3,381 4.74%
Long term borrowing 24,000 1,521 8.47% 24,000 1,524 8.49%
--------- --------- --------- ---------
Total interest-bearing liabilities 567,045 9,291 2.19% 533,273 9,363 2.35%
Demand deposits 158,604 -- 144,275 --
Other liabilities 7,329 -- 6,865 --
Shareholders' equity 52,878 -- 51,774 --
--------- --------- --------- ---------
Total liabilities and shareholders' equity $ 785,856 $ 9,291 $ 736,187 $ 9,363
========= ========= ========= =========
NET INTEREST INCOME $ 20,491 $ 18,992
========= =========
NET INTEREST MARGIN(2) 3.77% 3.74%
========= =========
Non-Interest Income
Non-interest income continues to represent a considerable source of income for
the Company, constituting 19.9% of total revenue (net interest income plus
non-interest income) for the nine months ended September 30, 2004. Gains from
the sale of securities during the first nine months of 2004 decreased by
$714,000 or 38.9% to $1.1 million compared to such gains during the first nine
months of 2003 due to a lower volume of securities sold. Gains from the sale of
securities during the third quarter of 2004 decreased 77.4% to $301,000 compared
to the third quarter of 2003. Excluding the gain on sale of investment
securities, non-interest income decreased by $531,000 and $377,000 for the nine-
and three-month periods ended September 30, 2004, respectively, compared to the
same periods in the prior year. The decreases were a direct result of a decline
in fee income on mortgages sold due to a gradual slow down of mortgage
refinancing activity. All other income declined for both the three- and
nine-month periods due to gain on sale of assets recorded for the same period in
2003. Service charges on deposits and other commissions and fees showed growth
- ----------
(1) Includes non-accrual loans, the effect of which is to reduce the yield
earned on loans, and deferred loan fees.
(2) Net interest income divided by total earning assets
9
compared to the same periods in 2003, while income on bank-owned life insurance
declined when compared to the same periods in 2003 primarily as a result of a
decline in interest rates.
Non-Interest Expenses
Total non-interest expenses decreased from $16.8 million in the first nine
months of 2003 to $16.6 million in 2004, a decrease of $290,000. The largest
component of non-interest expense, salaries and employee benefits, decreased
moderately due to decreased full time equivalent staff, offset by increases in
compensation and health care costs. Occupancy and equipment expenses increased
by $199,000, the majority of which was due to increases in lease rental and
property tax expenses. Other operating expenses decreased by $434,000, as the
Company continues to monitor and control its spending.
For the third quarter of 2004, total non-interest expense decreased $187,000
from the level reported in the prior year quarter to $5.5 million. Salaries and
employee benefits decreased $383,000 or 11.1% from the third quarter of 2003 as
a result of compensation expense paid relating to a separation package for a
former executive in 2003, offset partially by increases in health care costs. In
the third quarter 2004, regulatory and professional fees increased $139,000, or
35.3%, to $533,000 as a result of the Company's requirements to meet new
regulatory compliance guidelines. A moderate decline in all other operating
expenses was offset by increases in office expenses and computer services.
Provision for Loan and Lease Losses
The provision for loan and lease losses for the three and nine months ended
September 30, 2004 decreased by $1.0 million and $741,000, respectively, over
the same periods in 2003. In 2003, an evaluation of nonperforming leases
revealed that additional reserves were needed. Accordingly, additional
provisions for loan and lease losses were recorded to adequately reserve for
non-performing leases in the portfolio.
Provision for Income Taxes
The provision for income taxes for the three and nine months ended September 30,
2004 was $885,000 and $2.4 million, respectively, or an effective rate of 30%.
The increases of $286,000 and $489,000, respectively, over the corresponding
periods in 2003 are primarily related to increases in earnings.
FINANCIAL CONDITION
ASSETS
Between December 31, 2003 and September 30, 2004 total assets increased $58.8
million to $811.9 million. The majority of the increase was attributable to
growth in loans and leases, partially offset by a decrease in investment
securities. Much of the growth in loans and leases was funded by growth in
deposits.
Loans and Leases, Asset Quality and Allowance for Loan and Lease Losses
Gross Loans and Leases
Gross loans and leases increased from December 31, 2003 to September 30, 2004 by
$65.8 million to $590.3 million. The increase resulted primarily from strong
growth, particularly in nonresidential real estate, commercial loans and lease
financing receivables.
The following table reflects the composition of the gross loan portfolio as of
September 30, 2004 and December 31, 2003.
10
September 30, 2004 December 31, 2003
------------------ -----------------
Loans secured by one-to-four-family residential properties $ 150,776 $ 148,121
Loans secured by multi-family residential properties 10,404 11,619
Loans secured by nonresidential properties 294,813 260,318
Loans to individuals 7,386 5,686
Commercial loans 50,109 37,532
Construction loans 41,888 37,640
Lease financing receivables 34,476 23,181
Other loans 474 449
--------- ---------
Total gross loans and leases 590,326 524,546
Less - unearned income (885) (747)
--------- ---------
Total Loans and leases $ 589,441 $ 523,799
========= =========
Asset Quality
Nonperforming assets include nonaccruing loans and leases, renegotiated loans,
loans past due 90 days and accruing and other real estate owned. At September
30, 2004, nonperforming loans and leases totaled $2.7 million or 0.45% of total
gross loans, an increase of 2 basis points from the level reported at December
31, 2003. Of the total nonperforming loans, nonaccruing loans accounted for $2.4
million or 0.41% of total loans, as compared to $2.0 million or 0.38% of total
loans at December 31, 2003. Loans past due 90 days or more and still accruing at
September 30, 2004 decreased $27,000 to $286,000 compared to $313,000 at
December 31, 2003.
Management believes asset quality continues to be strong as indicated by the low
level of charge-offs and well-funded reserves for loan and lease losses. The
Company maintains adequate reserves and believes that additional reserves are
not required. Management continues to monitor the loan and lease portfolios
closely.
The following table sets forth the composition of the Company's nonperforming
assets which includes loans on a nonaccrual basis, loans which have been
renegotiated to provide a reduction or deferral of interest or principal for
reasons related to the debtor's financial difficulties, and loans contractually
past due ninety days or more as to interest or principal payments.
The Company has no foreign loan exposure.
September 30, 2004 December 31, 2003
------------------ -----------------
Nonaccruing loans and leases $2,435 $2,010
Renegotiated loans 217 252
------ ------
Total nonperforming loans and leases 2,652 2,262
Loans past due 90 days and accruing 286 313
Other real estate owned 849 824
------ ------
Total nonperforming assets $3,787 $3,399
====== ======
Nonperforming loans and leases to total gross loans and leases 0.45% 0.43%
Nonperforming assets to total gross loans and leases 0.64% 0.65%
Nonperforming assets to total assets 0.47% 0.45%
Allowance for loan and lease losses to nonperforming loans and
leases 329.34% 359.95%
Allowance for loan and lease losses to nonperforming assets 230.63% 239.54%
For the nine months ended September 30, 2004 and for the year 2003, gross
interest income of $149,000 and $104,000, respectively, would have been recorded
on loans accounted for on a nonaccrual basis if the loans had been current
throughout the periods.
Impaired Loans
In accordance with SFAS No. 114, the Company utilizes the following information
when measuring its allowance for loan losses. A loan is considered impaired when
it is probable that the Company will be unable to collect all amounts due
according to the contractual terms of the loan agreement. These loans consist
primarily of nonaccruing loans where situations exist which have reduced the
probability of collection in accordance with contractual terms.
11
The following table reflects the balance of impaired loans and the related
allowance for loan and lease losses allocated at September 30, 2004 and December
31, 2003, respectively.
September 30, December 31,
2004 2003
------------- ------------
Impaired loans
Recorded investment $2,392 $2,100
Valuation allowance 402 455
This valuation allowance is included in the allowance for loan losses on the
Company's consolidated balance sheets.
The average recorded investment in impaired loans for the nine month period
ended September 30, 2004 was $1.8 million compared to $2.1 million at December
31, 2003.
Interest payments received on impaired loans are recorded as interest income
unless collection of the remaining recorded investment is doubtful, in which
event payments received are recorded as reductions of principal. The Company
recognized interest income on impaired loans of $30,000 for the nine-month
period ended September 30, 2004.
Analysis of the Allowance for Loan and Lease Losses
- ---------------------------------------------------
Between December 31, 2003 and September 30, 2004, the allowance for loan and
lease losses increased $592,000 to $8.7 million. The allowance constituted 1.48%
and 1.55% of gross loans on September 30, 2004 and December 31, 2003,
respectively. The provision for loan and lease losses added $962,000 for the
nine-month period, while net charge-offs were $370,000. Management believes the
allowance for loan losses at September 30, 2004 of $8.7 million or 230.6% of
nonperforming assets is adequate.
The allowance for loan and lease losses is maintained at a level estimated to
absorb probable losses in the loan and lease portfolio. The methodology for
evaluating the adequacy of the allowance consists of several significant
criteria, which include a specific allowance for identified criticized loans and
impaired loans and a general allowance allocated to homogeneous categories of
loans.
The following table represents transactions affecting the allowance for loan and
lease losses during the nine-month periods ended September 30, 2004 and 2003.
2004 2003
------ ------
Balance at beginning of period $8,142 $7,299
Charge-offs:
Commercial 43 7
Lease financing receivables 1,046 1,278
Installment loans to individuals 1 3
Credit cards and related plans 8 1
------ ------
1,098 1,289
Recoveries:
Commercial 119 41
Lease financing receivables 597 13
Real estate - mortgage 0 58
Installment loans to individuals 2 4
Credit cards and related plans 10 7
------ ------
728 123
------ ------
Net charge-offs 370 1,166
Provision charged to operations 962 1,703
------ ------
Balance at end of period, September 30, $8,734 $7,836
====== ======
Ratio of net charge-offs during the nine-month
period to average loans and leases outstanding
during the period 0.06% 0.26%
Investment Securities
Total investment securities decreased by a net amount of $10.4 million from
December 31, 2003 to September 30, 2004. The decrease resulted primarily from
$45.9 million of purchases of additional securities being more than offset by
$56.3 million in prepayments, maturities and sales during the nine-month period.
Securities available-for-sale totaled $130.2 million, a decrease of $22.2
million, while securities held-to-maturity increased $11.9 million to $14.6
million.
12
Cash
Cash and cash equivalents totaled $29.8 million at September 30, 2004, an
increase of $611,000 over the amount reported at December 31, 2003.
LIABILITIES
Between December 31, 2003 and September 30, 2004, total liabilities increased by
$54.3 million to $756.8 million. The increase is primarily attributable to a
$49.5 million increase in total deposits. Federal funds purchased increased $6.0
million, partially offset by a $2.5 million decline in securities sold under
agreements to repurchase.
Deposits
Total deposits increased $49.5 million to $610.2 million. The majority of the
increase was attributable to a deposit promotion whereby the Company attracted
institutional investors to invest in time deposits with varying maturities
ranging from 3 months to 5 years.
Liquidity
The Company actively manages its liquidity under the direction of the
Asset/Liability Management Committees of the Bank Subsidiaries. During the last
two years, the Company has been liquid and its liquidity has been sufficient to
meet loan demand and the possible outflow of deposits.
Sources of liquidity at September 30, 2004 totaled $166.5 million or 20.5% of
total assets, consisting of investment securities available-for-sale, cash and
cash equivalents and interest bearing due from banks. Other sources of funding
include time deposits over $100 thousand which can be affected by the interest
rates offered and FHLB advances. Additionally, liquidity can be derived from
scheduled loan and investment payments of principal and interest as well as
prepayments received.
As of September 30, 2004, the aggregate amount of contractual obligations and
other commitments requiring potential cash outflows has not changed materially
compared with the amounts reported at December 31, 2003.
Capital Adequacy, Regulatory Capital Ratios and Dividends
The Company is subject to regulation by the Board of Governors of the Federal
Reserve System (Federal Reserve Board). The Subsidiary Banks are subject to
regulation by both the Federal Deposit Insurance Corporation (FDIC) and the New
Jersey Department of Banking and Insurance (Department). Such regulators have
promulgated risk-based capital guidelines that require the Company and its
Subsidiary Banks to meet those guidelines which involve calculation of weighted
measures of assets and certain off-balance sheet items (risk-adjusted assets),
as prescribed under regulatory accounting practices.
Total shareholders' equity of $55.1 million at September 30, 2004 was 6.8% of
total assets, an increase of $4.5 million compared with $50.6 million or 6.7% of
total assets at December 31, 2003. Such an increase was primarily attributable
to an increase in retained earnings and issuance of stock pursuant to the
exercise of stock options during the nine-month period. The Company and the
Subsidiary Banks remain well-capitalized for regulatory purposes and management
believes present capital is adequate to support contemplated future internal
growth.
13
The following table sets forth selected regulatory capital ratios for the
Company and the Subsidiary Banks and the required minimum regulatory ratios at
September 30, 2004:
To Be
Well-Capitalized
Under Prompt
For Capital Corrective Action
Actual Adequacy Purposes Provisions
-------------------- -------------------- --------------------
Amount Ratio Amount Ratio Amount Ratio
------- ------ ------- ------ ------- ------
Total capital (to risk-weighted assets)
Greater Community Bancorp $75,015 11.51% $52,139 8.00% N/A N/A
Greater Community Bank 39,778 10.12 31,445 8.00 $39,306 10.00%
Bergen Commercial Bank 23,553 10.51 17,928 8.00 22,410 10.00
Rock Community Bank 5,735 18.81 2,439 8.00 3,049 10.00
Tier 1 capital (to risk-weighted assets)
Greater Community Bancorp 59,375 9.11 26,070 4.00 N/A N/A
Greater Community Bank 34,856 8.87 15,719 4.00 23,578 6.00
Bergen Commercial Bank 20,923 9.33 8,970 4.00 13,455 6.00
Rock Community Bank 5,352 17.55 1,220 4.00 1,830 6.00
Tier 1 capital (to average assets)
Greater Community Bancorp 59,375 7.55 31,457 4.00 N/A N/A
Greater Community Bank 34,856 7.09 19,665 4.00 24,581 5.00
Bergen Commercial Bank 20,923 8.14 10,282 4.00 12,852 5.00
Rock Community Bank 5,352 15.11 1,417 4.00 1,771 5.00
For the last three quarters of 2003 and the first quarter of 2004 the Company
declared cash dividends at the rate of $0.11 per share, or an annual rate of
$0.44 per share. During the second quarter of 2004 the Company increased the
declared quarterly dividend to $0.12 per share, or an annual dividend rate of
$0.48 per share. The combined effect of the Company's declaration of a 2.5%
stock dividend during the second quarter of 2004 and the $0.01 per share
increase in the quarterly cash dividend rate was to increase the annual return
from cash dividends by 11.8%. The Company's Board of Directors believes that
cash dividends are an important component of shareholder value and that at its
current level of performance and capital, the Company will continue its current
dividend policy of quarterly cash dividends to its shareholders.
Some Specific Factors Affecting Future Results of Operations
Future movement of interest rates cannot be predicted with certainty. In all of
the year 2003 and during the first part of 2004, the Company, along with other
financial institutions, has experienced a stable rate environment. However, in
the second quarter of 2004, the Federal Reserve did effect an interest rate
increase and will continue to monitor and adjust the future movement of interest
rates.
The Company's decision to retain rather then selling the leases in the portfolio
at Highland Capital Corp., its small- to medium-ticket equipment leasing and
financing subsidiary, is presently creating a slightly negative effect on
current earnings, but management believes that the impact of this decision will
be favorable to earnings over the longer term.
The Company's interest rate risk profile is positioned in such a way that
moderate fluctuations in interest rates in the near term will not materially
impact the results of operations.
Because overall future performance is dependent on many other factors, past
performance is not necessarily an indication of future results and there can be
no guarantee regarding future overall results of operations.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company manages interest rate risk and market risk by identifying interest
rate risk exposures using simulation analysis, economic value at risk and gap
analysis models. There has been no material change in the Company's assessment
of its sensitivity to market risk since its presentation in its 2003 Form 10-K
filed with the Securities and Exchange Commission.
14
Item 4 - Controls and Procedures
-----------------------
(a) Evaluation of disclosure controls and procedures.
The management of the Company, including the Chief Executive Officer and the
Chief Financial Officer, has conducted an evaluation of the effectiveness of the
Company's disclosure controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 as of a date (the "Evaluation Date") within 90
days prior to the filing date of this report. Based on that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures were
effective in ensuring that all material information relating to the Company,
including its consolidated subsidiaries, required to be filed in this quarterly
report has been made known to them in a timely manner.
(b) Changes in internal controls.
There have been no significant changes made in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the Evaluation Date.
15
PART II - OTHER INFORMATION
- ---------------------------
Item 1 - Legal Proceedings
- --------------------------
The Company and its subsidiaries are parties in the ordinary course of
business to litigation involving collection matters, contract claims and
other miscellaneous causes of action arising from their business.
Management does not consider that any such proceedings depart from usual
routine litigation, and in its judgement neither the Company's
consolidated financial position nor its results of operations will be
affected materially by any present proceedings.
Item 2 - Unregistered Sales of Equity and Use of Proceeds
- ---------------------------------------------------------
None.
Item 3 - Defaults Upon Senior Securities
- ----------------------------------------
None.
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
None.
Item 5 - Other information
- --------------------------
(a) None.
(b) During the third quarter of 2004 the Board of Directors implemented
a change in the procedure by which stockholders may recommend to the
Board individuals to serve as nominees for election as directors.
The change appears in the Company's Nominating and Corporate
Governance Committee Charter. A copy of that Charter was attached to
Form 8-K filed by the Company with the Securities and Exchange
Commission on October 21, 2004.
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits.
---------
An exhibit index has been filed as part of this report on page
E-1 and is incorporated by reference.
(b) Reports on Form 8-K.
--------------------
On September 24, 2004, the Company Filed a Form 8-K with the
Securities and Exchange Commission reporting the announcement
of the Company declaring a cash dividend of $0.12 per share.
On October 21, 2004, the Company Filed a Form 8-K with the
Securities and Exchange Commission reporting the Company's
Board approving the Nominating and Corporate Governance
Committee Charter.
On October 21, 2004, the Company Filed a Form 8-K with the
Securities and Exchange Commission reporting the Company's
announcement of its earnings for the third quarter ending
September 30, 2004.
16
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Greater Community Bancorp (registrant)
Date: November 9, 2004 BY: /s/ Naqi A. Naqvi
--------------------------------------
Naqi A. Naqvi
Senior Vice President, Treasurer & CFO
(Duly Authorized Officer and Principal
Financial Officer)
17
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
Washington, D.C. 20549
EXHIBITS
--------
TO
FORM 10-Q
For the quarter ended September 30, 2004
----------------------------------------
Commission File No. 0-14294
Greater Community Bancorp
-------------------------
- --------------------------------------------------------------------------------
Exhibit Index
Certain of the following exhibits, as indicated parenthetically, were previously
filed as exhibits to registration statements filed by Greater Community Bancorp
("registrant") under the Securities Act of 1933, as amended, or to reports or
registration statements filed by registrant under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), respectively, and are hereby incorporated
by reference to such statements or reports.
Exhibit
No. Description
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.4 to Form 10-QSB for
the quarter ended June 30, 1998, filed on August 14, 1998)
3.2 Bylaws of the Company as amended and restated effective May
15, 2001 (incorporated by reference to Exhibit 3.2 to Form 8-K
filed on June 18, 2001)
4.1 Junior Subordinated Indenture between the Company and Deutsche
Bank Trust Company Americas as Trustee, dated May 24, 2002
(incorporated by reference to Exhibit 4.1 of Exhibits to Form
S-3 Registration Statement filed by GCB Capital Trust II and
Greater Community Bancorp under the Securities Act of 1933,
Registration Nos. 333-89050, 333-89050-01, filed May 24, 2002)
4.4 Amended and Restated Trust among Greater Community Bancorp as
Depositor, Deutsche Bank Trust Company Americas as Property
Trustee, and Deutsche Bank Trust (Delaware) as Delaware
Trustee, dated May 24, 2002 incorporated by reference to
Exhibit 4.4 of Exhibits on Form S-3 Registration Statement
filed by GCB Capital Trust II and Greater Community Bancorp
under the Securities Act of 1933, Registration Nos. 333-89050,
333-89050-01, filed May 24, 2002)
4.6 Guarantee Agreement between Greater Community Bancorp (as
Guarantor) and Deutsche Bank Trust Company Americas (as
Trustee) dated May 24, 2002 (incorporated by reference to
Exhibit 4.6 of Exhibits to Form S-3 Registration Statement
filed by GCB Capital Trust II and Greater Community Bancorp
under the Securities Act of 1933, Registration Nos. 333-89050,
333-89050-01, filed May 24, 2002)
10.1 Employment Agreement of George E. Irwin dated July 31, 1998
(incorporated by reference to Exhibit 10.1 to Form 10-KSB for
the year ended December 31, 1998, filed on March 17, 1999)
10.2 Employment Agreement of C. Mark Campbell dated July 31, 1998
(incorporated by reference to Exhibit 10.2 to Form 10-KSB for
the year ended December 31, 1998, filed on March 17, 1999)
10.3 Employment Agreement of Erwin D. Knauer dated July 1, 1999
(incorporated by reference to Exhibit 10.3 to Form 10-Q for
quarter ended September 30, 1999)
10.4 Executive Supplemental Retirement Income Agreement for George
E. Irwin dated as of January 1, 1999 among Great Falls Bank,
George E. Irwin and Greater Community Bancorp (as guarantor)
(incorporated by reference to Exhibit 10.4 to Form 10-K for
the year ended December 31, 1999)
10.5 Executive Supplemental Retirement Income Agreement for C. Mark
Campbell dated as of January 1, 1999 among Bergen Commercial
Bank, C. Mark Campbell and Greater Community Bancorp (as
guarantor) (incorporated by reference to Exhibit 10.5 to Form
10-K for the year ended December 31, 1999)
10.6 Greater Community Bancorp 2001 Employee Stock Option Plan
adopted February 20, 2001 (incorporated by reference to
Exhibit 10.6 to Form 10-K for the year ended December 31,
2000)
10.7 Greater Community Bancorp 2001 Stock Option Plan for
Nonemployee Directors adopted February 20, 2001 (incorporated
by reference to Exhibit 10.7 to Form 10-K for the year ended
December 31, 2000)
10.8 Amended Employment Agreement of George E. Irwin dated August
1, 2003 (incorporated by reference to Exhibit 10.8 to Form 8-K
filed on August 1, 2003)
10.9 Executive Supplemental Retirement Income Agreement for Anthony
M. Bruno, Jr. dated as of February 1, 2004 among Greater
Community Bank, Anthony M. Bruno, Jr. and Greater Community
Bancorp (as guarantor) (incorporated by reference to Exhibit
10.9 to Form 10-Q filed on May 10, 2004)
31.1 Certification of Chief Executive Officer dated November 8,
2004
31.2 Certification of Chief Financial Officer dated November 8,
2004
32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350
dated November 8, 2004
E-1